Additional Acknowledgment. Solely for purposes of determining withholding Taxes imposed under FATCA, from and after the date hereof, the Borrower and the Administrative Agent shall treat (and the Required Lenders hereby authorize the Administrative Agent to treat) the Loan Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471- 2(b)(2)(i).
Additional Acknowledgment. Each Member acknowledges that it has independently evaluated the merits of the transactions contemplated by this Agreement, that it has independently determined to enter into the transactions contemplated hereby, that it is not relying on any advice from or evaluation by any other person. Each Member acknowledges that it has not taken any actions that would deem the Members to be members of a “group” for purposes of Section 13(d) of the Exchange Act.
Additional Acknowledgment. Each Purchaser acknowledges that it has independently evaluated the merits of the transactions contemplated by this Agreement and the Notes and the Warrants, that it has independently determined to enter into the transactions contemplated hereby and thereby, that it is not relying on any advice from or evaluation by any other Purchaser, and that it is not acting in concert with any other Purchaser in making its purchase of securities hereunder.
Additional Acknowledgment. Employee understands that the release of Claims extends to all of the aforementioned Claims and potential Claims which arose on or before the date of this Agreement, whether now known or unknown, suspected or unsuspected, and that the scope of this release constitutes an essential term of this Agreement. Employee further understands and acknowledges the significance and consequences of this Agreement and of each specific release and waiver, and expressly consents that this Agreement shall be given full force and effect to each and all of its express terms and provisions, including those relating to unknown and uncompensated Claims, if any, as well as those relating to any other Claims specified herein.
Additional Acknowledgment. Each party acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) thereof. Accordingly, each party represents and warrants to the other party that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act and (iii) the disposition of the Transaction is restricted under this Confirmation, the Securities Act and state securities laws. JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000 Registered as a branch in England & Wales branch No. BR000746 Registered Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX Authorised and regulated by the Financial Services Authority Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to EDG Confirmation Group, X.X. Xxxxxx Securities Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, or by fax on 000 000 0000. Very truly yours, X.X. Xxxxxx Securities Inc., as agent for JPMorgan Chase Bank, National Association By: /s/ Xxxxxxx X’Xxxxxxx Authorized Signatory Name: Xxxxxxx X’Xxxxxxx Accepted and confirmed as of the Trade Date: GROUP 1 AUTOMOTIVE, INC. By: /s/ Xxxx X. Xxxxxx Authorized Signatory Name: Xxxx X. Xxxxxx JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000 Registered as a branch in England & Wales branch No. BR000746 Registered Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX
Additional Acknowledgment. I acknowledge and agree: (i) that I will obtain knowledge and skill relevant to the Company's industry, methods of doing business, and marketing strategies by virtue of my employment; (ii) that the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interests of the Company; (iii) that I will be reasonably able to earn a living without violating the terms of this Agreement; (iv) the amount of my compensation reflects, in part, my obligations and the Company’s rights under this Agreement; (v) I have no expectation of any additional compensation, royalties, or other payment of any kind not otherwise referenced herein in connection herewith; and (vi) I will not be subject to undue hardship by reason of my full compliance with the terms and conditions of this Agreement or the Company's enforcement of it. Nothing in this Agreement shall be construed to in any way terminate, supersede, undermine, or otherwise modify the “at-will” status of my employment relationship with the Company, pursuant to which either the Company or I may terminate the employment relationship at any time, with or without cause, and with or without notice.
Additional Acknowledgment. Each Owner acknowledges that it has independently evaluated the merits of the transactions contemplated by this Agreement, that it has independently determined to enter into the transactions contemplated hereby, that it is not relying on any advice from or evaluation by any other person. Each Owner acknowledges that it has not taken any actions that would deem the Owners to be members of a “group” for purposes of Section 13(d) of the Exchange Act.
Additional Acknowledgment. Each Purchaser acknowledges that it has independently evaluated the merits of the transactions contemplated by this Agreement, the Notes, the Warrants and the Registration Rights Agreement, that it has independently determined to enter into the transactions contemplated hereby and thereby, that it is not relying on any advice from or evaluation by any other Purchaser, and that it is not acting in concert with any other Purchaser in making its purchase of securities hereunder. The Purchasers and, to its knowledge, the Company agree that the Purchasers have not taken any actions that would deem such Purchasers to be members of a "group" for purposes of Section 13(d) of the Exchange Act.
Additional Acknowledgment. Upon execution and delivery of a counterpart to this Agreement or a joinder to this Agreement, each Member shall be deemed to acknowledge to the Cipher Members and the WindHQ Members as follows:
Additional Acknowledgment. Each party acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) thereof. Accordingly, each party represents and warrants to the other party that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act and (iii) the disposition of the Transaction is restricted under this Confirmation, the Securities Act and state securities laws. Company hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Company with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Xxxxx Xxxxxxxx, Facsimile No. 000-000-0000. Very truly yours, Bank of America, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Authorized Signatory Name: Xxxxxxxxxxx X. Xxxxxxxx Accepted and confirmed as of the Trade Date: GROUP 1 AUTOMOTIVE, INC. By: /s/ Xxxx X. Xxxxxx Authorized Signatory
